Common use of No Solicitation of Other Bids Clause in Contracts

No Solicitation of Other Bids. (a) No Seller, Stockholder, or any Key Employee shall, nor shall any such Person authorize or permit any of their respective Affiliates or any of their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each Seller, Stockholder, and Key Employee shall immediately cease and cause to be terminated, and shall cause their Affiliates and all of their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business, the Purchased Assets or any Seller.

No Solicitation of Other Bids. (a) No SellerThe Purchased Company and each of Sellers shall not, Stockholder, or any Key Employee shall, nor and shall any such Person not authorize or permit any of their respective Affiliates (including the Purchased Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each Seller, Stockholder, The Purchased Company and Key Employee each Seller shall immediately cease and cause to be terminated, and shall cause their Affiliates (including the Purchased Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business, the Purchased Assets or any Seller.,

No Solicitation of Other Bids. (a) No SellerNone of the Company, Stockholder, or any Key Employee shall, nor shall any such Person authorize or permit any of their respective its Affiliates or any of their its Representatives shall be authorized to, directly or indirectly, (i) encourage, solicit, initiate, facilitate facilitate, or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each Seller, Stockholder, and Key Employee The Company shall immediately cease and cause to be terminated, and shall cause their Affiliates the Company and all of their its Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means shall mean any inquiry, proposal proposal, or offer from any Person (other than Buyer or any of its Affiliates) relating to concerning (x) a merger, consolidation, liquidation, recapitalization, share exchange, or other business combination transaction involving the direct Company; (y) the issuance or indirect disposition, whether by acquisition of shares of capital stock or other equity securities of the Company; or (z) the sale, merger lease, exchange, or otherwise, other disposition of all or any significant portion of the Business, the Purchased Assets Company’s properties or any Sellerassets.

No Solicitation of Other Bids. (a) No SellerSeller shall not, Stockholder, or any Key Employee shall, nor and shall any such Person not authorize or permit any of their respective its Affiliates or any of their its Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each Seller, Stockholder, and Key Employee Seller shall immediately cease and cause to be terminated, and shall cause their its Affiliates and all of their its Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving Seller; (ii) the direct issuance or indirect disposition, whether by acquisition of shares of capital stock or other equity securities of Seller; or (iii) the sale, merger lease, exchange or otherwise, other disposition of all or any significant portion of the Business, the Purchased Assets Seller’s properties or any Sellerassets.

No Solicitation of Other Bids. (a) No SellerThe Cliffstar Companies and the Sellers’ Representative shall not, Stockholder, or any Key Employee shall, nor and shall any such Person not authorize or permit any of their respective Affiliates or any of its or their Representatives (including the Sellers’ Representative) to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each Seller, Stockholder, and Key Employee Sellers’ Representative shall immediately cease and cause to be terminated, and shall cause the Cliffstar Companies and their Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer Purchaser or any of its Affiliates) relating to the direct or indirect disposition, whether by asset or stock sale, merger or otherwise, of all or any portion of the Business, Business or the Purchased Assets or any SellerAssets.

No Solicitation of Other Bids. (a) No SellerFrom the date hereof until the earlier of the Closing Date or the date that this Agreement is terminated, StockholderSellers shall not, or any Key Employee shall, nor and Sellers shall any such Person not authorize or permit any of their respective Affiliates or any of their Representatives Agents to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each Seller, Stockholder, and Key Employee Sellers shall immediately cease and cause to be terminated, and shall cause their Affiliates and all Agents of their Representatives any Seller or any Affiliate thereof to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means shall mean any inquiry, proposal or offer from any Person (other than Buyer Parent, Purchaser or any of its their Affiliates) relating to concerning a merger, consolidation, share exchange or other business combination transaction involving the direct Target, or indirect disposition, whether by the sale, merger exchange or otherwise, other disposition of all or any portion substantially all of the Business, the Purchased Assets Target’s properties or any Sellerassets.

No Solicitation of Other Bids. (a) No None of any Seller, Stockholderthe Company, or any Key Employee subsidiary of the Company shall, nor and none of them shall any such Person authorize or permit any of their respective controlled Affiliates or any of their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each SellerSellers, Stockholderthe Company, and Key Employee the Company’s subsidiaries shall immediately cease and cause to be terminated, and shall cause their controlled Affiliates and all of their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could would reasonably be expected to lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any material portion of the Business, Business or the Purchased Assets Company or any Sellerof its subsidiaries.

No Solicitation of Other Bids. (a) No SellerPrior to Closing or the earlier termination of this Agreement, Stockholder, or any Key Employee no Seller shall, nor and no Seller shall any such Person authorize or permit any of their respective its Affiliates or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each Seller, Stockholder, and Key Employee Seller shall immediately cease and cause to be terminated, and shall cause their its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by asset sale, stock purchase, share exchange, merger or otherwise, of all or any portion of the Business, Business or the Purchased Assets or any Sellerother transaction that would interfere with the transactions contemplated by this Agreement.

No Solicitation of Other Bids. (a) No SellerSeller shall not (and the Stockholder shall not cause, Stockholderauthorize or permit), or any Key Employee shalland shall not cause, nor shall any such Person authorize or permit any of their respective its Affiliates or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Each Seller, Stockholder, Seller shall (and Key Employee the Stockholder shall cause Seller to) immediately cease and cause to be terminated, and shall cause their its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the BusinessSeller, the Business or the Purchased Assets or any SellerAssets.